Ultimate SpiderWoman reimagined
by not for lack of trying
Summary: Full Summary Inside! After the Ultimatum Jessica Spider-Woman apologizes to Aunt May for failing to bring Peter back alive. She then reveals her true origins, detailing why and how she is NOT Peter's clone. And who is that SHEILD agent lurking about?


**In the aftermath of the Ultimatum Wave, Jessica Drew, aka Spider-Woman, confronts May Parker and MJ to apologize for her failure to bring Peter back alive. As the women comfort each other Jessica reveals her true origins, detailing why and how she is NOT a clone of Peter Parker. When an agent of S.H.E.I.L.D. suddenly appears, is this strange twist of events a good thing… or the horizon of something worse?**

Disclaimer, I own nothing but the PC in which I'm typing on. All character's and setting belong to Marvel Inc.

As far as I know this is the first _Ultimatum Wave _Aftermath fic. (If I'm wrong please point me in the direction of any other fics, I'd really like to read them). I'm not really all that familiar with any titles outside Ultimate Spider-Man, most of my information came from Wikipedia, so if I got something wrong I apologize. This is a One-Shot fic; I don't have any plans to continue it, mostly because I can't imagine how to do it.

**Ultimate Spider-Woman re-imagined**

Four days after the _Ultimatum Wave _hit Manhattan, life was starting to stabilize, but into something close to normal is the last thing anyone might say. Madeline Watson, whose house had been destroyed, had moved in with May Parker. May was mostly unresponsive despite the attempts of MJ, Gwen and Madeline to cheer her up. Kitty Pryde had returned to the X-Mansion. Kenny "Kong" McFarlane and his parents moved to live with relatives in Salem Center, Westchester. Considering MJ and May's reaction to the Spider-Man mask, handed to May Parker by Kitty Pryde just three days ago, Madeline Watson had deduced that Peter had been Spider-Man, and like the other woman around her, she mourned the Hero.

Internet access was, amazingly, still working at the Parker house hold, as was the running water and electricity. May became somewhat more aware when Gwen and MJ read her J. Jonah Jameson's online eulogy to Spider-Man. It was late afternoon, MJ and Madeline had just returned from a several hour drive into the next city over to buy supplies. Madeline and Gwen were preparing supper while MJ tried to rouse May from her stupor.

*KNOCK*KNOCK*

"I'll get it," MJ said _who could that be, everyone on the block is so focused on rebuilding their lives, why would someone visit us? _As she opened the door her eyes opened in shock. It was the very last person she expected to see, although she should have expected it considering… MJ had never actually met this person, but she knew exactly who it was.

"Hay…" she said softly, "Is Aunt May here?" the girl asked hesitantly.

Her voice caught in her throat, unable to speak MJ stepped aside to let the girl in and pointed to where May Parker sat on the couch.

As this new girl entered the room May looked up at her and gapped.

"Y-you…" May whispered softly, her eyes were red from tears and black from lack of sleep.

As the stranger got closer, she tried and failed to remain strong and calm. Dropping to her knees in front of Aunt May she began to sob.

"I'm s-so sorry… it's my f-fault. I-i said I'd bring him back… I failed you… I."

As Gwen and Madeline watched this exchange from the doorway into the kitchen Madeline leaned down and whispered into the young woman's ear.

"Who is that girl?"

"I don't know," Gwen whispered back, "But she looks an afoul lot like Peter." Being that MJ was on the other side of the room neither woman could get to her and ask if MJ knew without getting in the way of May and this stranger, so for now they contented themselves with watching.

"Hush now child," May said as she reached down to pull the girl into an embrace. "You did all you could, this wasn't your fault." Fresh tears began to fall from May's eyes. It took her a moment to compose herself before… "So then, you must be Jessica."

"Y-you know about me." Considering the last time they meet, Jessica assumed that Peter had never told his Aunt about her.

"Yes dear, Peter told me all about you. I guess with all that was going on combined with my worry over Peter's safety my brain just couldn't cope. I just didn't connect the memory of our talk with what I was seeing and didn't realize who you where."

"I'm sorry I failed you."

"No dear, you didn't fail me…" there was a short pause, "You know Peter wanted to find you. He felt you needed time on your own, time to sort through what had happened. But when he told me about you he asked me if it would be okay for him to bring you home once he did find you."

"Really?"

"Yes, you are family after all." They embraced each other again and Madeline took the opportunity to sneak across the room and ask her daughter softly…

"Do you know who that girl is?"

"Her name is Jessica," MJ spoke softly, but it wasn't exactly a whisper either. "I've never actually met her, but I know that she's a female engineered clone of Peter."

Madeline was shocked to hear this as she stared opened mouthed at Jessica and May.

"Actually MJ…" Jessica said as she and May broke apart to sit comfortable next to each other, "That's not completely true."

"What do you mean not completely true?" Gwen asked as she entered the room and followed MJ and her mother's lead by setting down in one of the recliners facing the couch.

"Gwen? I thought you…"

"Yeah, I know, long complicated story. But it's really me and I'm alive.

"Okay…" Jessica said slowly.

"What did you mean dear, about what you said before?" May softly asked.

"Well, I'm not entirely a clone of Peter. I mean, obviously I'm female so I can't be a perfect clone. But it's more than that. Genetically I guess I'm half a unique person unrelated to the Parker family in any way, and half a clone of Peter."

"I'm confused," MJ said

"I should start at the beginning, when Peter and I parted ways right after we beat up Octavius. I traveled around at random for awhile, always looking over my shoulder incase S.H.I.E.L.D. was still looking for me. Once I finally stopped running, I focused on what I should do next. I still believed in _With great power then must come Great Responsibility,_ so I was going to continue being a hero. However I needed shelter, a means of acquiring food that didn't involve breaking the law, maybe a job of some sort. First thing I needed to do was come to terms with my own identity, so I tried sorting and identifying all my memories, those that really belonged to Peter which I inherited, and those that were really my own unique experiences. This led me to a rather strange conundrum.

"I have no memory at all whatsoever of anything that happened to Peter before that OZ spider bit him. I knew I needed help and eventually decided to ask Professor Xavier. I reasoned that as the world's greatest telepath he might be able to help me make sense of having a boy's mind in a girl's body, or why that boy's memories were incomplete. His being an expert in the field of genetics was also a bonus because he could run some tests and make sure my cloned DNA wasn't degrading or anything. Between his mental scans and the blood tests, we discovered that one of my X chromosomes is an almost perfect replica of Peter's, and the other is unique and absolutely unrelated to Peter.

"This lead to the discovery that I am in fact a real person, not a clone, and was born on December 7th, 1980…"

"Wait, wouldn't that make you 28 now? How are you still a teenager?" Madeline Watson wondered.

"That has to do with how I became a partial clone of Peter, I'll get to that part in a second. My parents, Jonathan and Miriam Drew, were scientists stationed at a small laboratory research complex on Wundagore Mountain. When my mom was about two months pregnant there was an accident involving my father's DNA compiler, a machine he invented capable of reading a lifeform's entire DNA strain. Before the accident accrued he had been testing it, trying to map the genome of a _Latrodectus Wundagore_, or Wundagore Widow, a subspecies of Black Widow whose venom is more than ten times deadlier.

"My parents were concerned that the accident would cause me to be stillborn, but in part due to their research into DNA, I was born healthy. I had a relatively normal childhood, until I was about twelve when I started having seizures, my parents had me examined several times, but could never find anything wrong. When I was thirteen my mother was murdered by terrorists who were trying to force my father to turn over his research so they could somehow use it as a weapon. Instead he took me and fled to America. At some point after that my condition worsened and my father was forced to have me put in Cryogenic-Suspended-Animation to keep me alive.

"After that there's no way to tell exactly what happened. Records show that my father died not long after he put me to sleep but not before he entrusted me, still in cryo-sleep, to an American government agent who had sworn an oath to find a way to cure my condition. Somehow or another I ended up in the same FBI R and D lab where they were trying to clone Peter. Otto was able to use Peter's DNA to re-write my base genetic code, effectively replacing one of my original chromosomes. This procedure had a few side-effects. Even though I was physically thirteen when they first thawed me and began experimenting, the genetic tampering artificially aged me until I was the same physical age as Peter was at the time his blood sample was procured by Dr. Connors.

"Also, the genetic rewrite altered my appearance somewhat so I looked more like Peter, I have his eye's and hair color, although I was originally born with green eye's and jet-black hair. Furthermore, all of my original and natural memories where suppressed and replaced by Peters from the time he first got his powers onward. Xavier was able to restore my real memories, and believe me, that act alone did wonders to my fragile psyche. I'm no longer confused by having a boys mind, because I remember twelve blissful years of living with my parents as a bona-fide girl." At this her voice sounded somber.

"You miss them." Aunt May said, it was not a question.

"Yeah…" But Jessica didn't want to go into that nest of emotions right now, so she changed the subject. "Well, Xavier and I think that the only reason those jack-asses…"

"JESSICA! Language dear," Aunt May snapped.

"Sorry," Jessica said sheepishly, "Anyway, we thought that those, unpleasant, people at the FBI R and D lab intentionally lied to me about my origins and me being a clone not only so they could gauge my reaction/mental state, but by letting me believe I had been created from scratch it would make me easier to control until they had that telepath lady rearrange my brain to be loyal."

"Those horrible people," May Parker said, disgusted at what had been done to this poor girl.

"Yeah, I feel the same way. I'm grateful to be alive and healthy, but what they did, how they did it, and what they wanted to do to me, I'll never forgive them. The reason I came back to Queens before the wave was because I felt Peter had a right to know the truth. But then all hel… heck broke loose."

There was a short silence before Mary-Jane asked, "So, are you going to stay in Manhattan?"

"I don't know. Ever sense I got my freedom I've been running with nothing of my own. I have no documentation, or ID, my real birth certificate is gone, not to mention depicting me as being 12 years older than I am. I have no place to go, no home. Xavier offered to let me stay at his school, but sense Magneto killed him I don't know… I don't know what's gonna' happen or even if the school will stay open."

"Well…" Gwen began, "I'd hate to sound unsympathetic, but now would be the best time to create an identity. Most if not all hard records where destroyed during the disaster. You could claim that your parents had moved here from overseas and where then caught in the wave. It would explain why you have no family and why you have no papers."

"That could actually work," came a new voice from the open doorway.

"YOU!" Jessica snapped. She stood from the couch and prepped her combat stance.

"Calm down kid…"

"What do you want Fury? Huh, you want to take me into custody? Do some experiments on me? Make me into one of your pet super soldier? Don't you have more important things…?"

"I'm not here for…"

"Give me one damn reason why I shouldn't cave your face in!" Jessica yelled.

"Peter's alive." Nick Fury said calmly. This got Ms. Drew to shut up.

"Peter's alive? My boy… alive?" May mumbled, her chest constricting, making it harder to breath.

"Capitan America and Iron Man discovered his body under some ruble while searching for survivors two days ago. Someone would have notified you sooner, but everything has been rather chaotic in the aftermath of the wave. Right now he is in critical condition; he may not survive much longer. He needs a transplant and a few pints of blood. There's only one person on the planet you could be a viable donor and she's in this room. Now I've said all I have to say, so I'm gonna go get in my car and count to ten, then I'm going back to Triskelion regardless of who's in the car with me."

He turned to leave and added "There's not enough room in my squad car for too many people, but if someone wanted to follow me in their own vehicle I wouldn't object." He then stepped out the door.

In less than .02 seconds Jessica was out the door hot on his heels, Aunt May a step behind her. Without so much as a word he pulled out of the driveway, not more than five feet down the road he could see the Watson women and the Stacy girl in a car behind them.

"Explain… what happened to Pe…" Jessica began but was cut short by Fury."

"Like I said before, Captain America found him. He's got multiple compound fractures, mostly around his chest and ribs. His heart and right lung have been practically crushed and he's lost a lot of blood. A cardiopulmonary bypass is the only thing keeping him alive, but the doctors don't think that can sustain him for long. He needs a new heart; the damage is too great to be repaired. A new lung wouldn't hurt either…"

"I'll do it." Jessica said without hesitation. There was a moment of silence before May Parker realized what Jessica meant.

"You can't mean to let Jessica sacrifice herself, there must be a way to save Peter without killing anyone."

"It's okay Aunt May, I was meant to die a long time ago, I want to do this for Peter, the world needs him a lot more than it needs me, besides, you need him too."

"But…" May began, but she didn't need to say anything, Fury beat her to it.

"That's mighty nodal of you Ms. Drew. But I have no intention of letting you sacrifice yourself."

"But you said…"

"Ever since the day I helped Logan escape that hellhole Weapon X program I've had a team of scientist studying his DNA, with his consent of course, trying to understand and duplicate his Healing-Factor. Combined with research in other fields we've had the technology to clone viable replacement organs for years, long before we ever confiscated Doc Ock's research in the subject. Problem is, it can sometimes take a month or two to grow a replicate organ, especially one as complex as the heart. Peter doesn't have that kind of time.

"Because of his fragile condition due to his injuries there are outside factors that make a cardiopulmonary bypass unsuitable for long term use. But for someone who is completely healthy and unscathed, someone who donates her organs via expert surgery… well the cardiopulmonary machines can keep a girl like that alive indefinitely or until new organs can be grown."

"I see, so the plan is to give Peter my heart and lung and then I'll be bedridden for a couple months while you grew me new viable organs."

"That's the plan."

Here Jessica becomes suspicious and narrowed her eyes at Fury, who ignored her and kept his vigil on the road.

"How did you know to find me at the Parker residence?" she said, untrusting.

"I didn't, I came to inform Mrs. Parker about her nephew's condition." He this addressed the elder women directly. "I had also intended to swear on my own life to do everything in my power to help Peter recover from his wounds including finding Ms. Drew and getting her to agree to help, but that part seems redundant now."

"I appreciate the gesture," May said flatly. The rest of their ride to the Triskelion made in silence. After being checked through security Fury left May in the lobby and took Jessica to the operating room. Shortly thereafter May was reunited with Madeline MJ and Gwen; she gave them a detailed description of her and Jessica's conversation with Fury in the car.

-.- some time the next day -.-

Jessica groaned as she slowly regained consciousness. She felt woozy and unfocused. She tried to sit up, but she found she couldn't move anything from the neck down. Fortunately she was too pumped with sedatives to care, although at the time she didn't know it was the sedatives. It took a short while for her eye's to adjust to the light; once they did she let them wonder about the room. She was on a hospital bed, almost her entire body but for her head was covered in thick sheets with wires coming out of them where her chest should have been. She tried to movie again, but then a voice interrupted her.

"I'd relax if I were you kid. It'll be a couple of days before we can adjust your Heart-Lung Machine for improved comfort and movement, and then you'll be stuck like that for at least a month, maybe two."

The woman who was speaking to her sat in a chair at Jessica's side. She wore a S.H.I.E.L.D. uniform and had blond hair.

"I'm General Carol Dan…" but Jessica interrupted the woman.

"How's Peter? Did the surgery go okay?"

"He's doing fine, better then fine actually. He will make a full recovery, right now however he's sedated and resting. After you and I are done here he'll be moved into this room for recovery and you're family will be allowed to visit with you then."

"Okay, that's good, Peter's going to be okay, that's all I really needed to know."

"Sorry to disagree with you, kid, but there are great many things we need to discuss. As I was saying before, I am General Carol Danvers, current Executive director of S.H.I.E.L.D."

"I thought Fury…"

"Yeah, well, a lot has changed sense he's been stranded in that parallel world… how much you know about that anyway?"

"Only what I read in the papers."

"Well, anyway, given his role in helping the X-Men stop Magneto's madness and to bring him to justice the President reinstated his status as a General and an agent, but because of changes in the last six months since he's been gone, I retained Executive control of the agency and Fury now works under me."

"Cool, hope you do a better job of it then he did."

"I like to think I've made some improvements and that I won't repeat some of his past mistakes. Although after what happened to Harry Osborn I'm not so sure Peter would agree."

Jessica narrowed her eyes. She had heard about Harry's death, but didn't know the details.

"Maybe that has something to do with why I'm trying so hard to help you and Peter now, maybe I should put myself up for review with the agency physiologist…" she shrugged, "Whatever, I have something for you." Danvers lifted a briefcase which had been resting at the base of her chair and opened it so Jessica could see the contents. It was mostly papers and documents.

"I had them do a full scale work up. In here are hard copies, made to look original, authentic, sometimes even old, documentations of school records, hospital bills and reports, passport, birth certificate, ID card, Health card, Library card, drivers permit… you name it it's in here. I basically kept your past more or less identical to your real parents, Jonathan and Miriam Drew…"

"You know about them?" Jessica wondered aloud.

"Yeah, less than a week after you fled Queens Fury, or rather one of his agents, uncovered detailed files about who you really are and how they cured your condition. So as I was saying… I kept your past mostly the same, but had some dates altered. Your new identity states your birth year the same as Peter's, so legally now you're only a few months younger than him. I had your place of birth and former residence changed from Wundagore, Transia to London UK. That should be enough of a difference that anyone who goes digging won't find anything. We also erased what happened to your mother and falsified documents to state that your entire family remained in London up until your move to America. Also, a rather large life insurance policy for your parents has been falsified; this money should help you adjust to a new life.

"One last detail we mixed into your new history, May Parker has agreed to take you in once you've recovered, to make it a legal transition we've written it in that Mary Parker and Miriam Drew were estranged sisters."

"And Aunt May agreed to this?"

"You've been out sense yesterday evening. We've had plenty of time to discuss it."

There was a long silence.

"Thank you."

"Sure kid. I'll leave you to visit with your family, Peter should be carted in here soon, but don't expect him to wake up until tomorrow.


End file.
